CONTINUING AGREEMENT FOR PRODUCTION SERVICES
TERMS AND CONDITIONS
- SCOPE OF AGREEMENT – This Agreement applies to all services performed by DIRECTOR’S CUT, LLC (the Agency) on all work for the Customer and contains the entire agreement between the parties with respect to the subject matter hereof. No modification, amendment, waiver, termination or discharge hereof or any provision hereof shall be binding upon us unless agreed to by written instrument and signed by an officer of DIRECTOR’S CUT, LLC. No waiver of any provision of this Agreement or of any default hereunder shall affect our rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.
- APPLICABLE LAW – This Agreement shall be deemed to have been made and executed in the County of Orange, State of California, and shall be construed and interpreted in accordance with the laws of the State. If any part or provision of this Agreement is determined by a court of law to be unenforceable it shall not affect any other part or provision in this agreement.
- TAXES – The amounts payable for production Services under this Agreement may or may not include any amounts for sales, use, or other similar taxes. If any such taxes are applicable, or are at any time assessed or levied against DIRECTOR’S CUT, LLC they will be billed separately, or added to the amounts otherwise payable by the Customer pursuant to this Agreement.
- PERIOD OF PERFORMANCE & TERMINATION – This continuing agreement is for a one year period beginning on the Effective Date and will automatically renew on the anniversary date. Either party may terminate this contract by giving the other party written notice at least 90 days before the effective date of termination. In case of termination, the terms of this Agreement will remain in full force and effect.
- RATE CHANGES – DIRECTOR’S CUT, LLC’s rates are subject to change without notice.
- LIMITATION OF LIABILITY – If written notice of non-conforming Services is not received by an officer of DIRECTOR’S CUT, LLC within five (5) days after performance of such Services, the Customer shall be deemed to have given its unqualified acceptance of such Services and DIRECTOR’S CUT, LLC shall have no liability of obligation thereafter in respect of such Services.
- PAYMENT AND COLLECTION TERMS – The Customer is allotted a thirty (30) day grace period from the date of the invoice in which to make full payment to DIRECTOR’S CUT, LLC Invoices for Media buying are due and payable at least 10 days prior to the planned date of insertion. A finance and processing charge of 1.5% per month to the extent permitted by applicable law will be charged to the Customer on any balances unpaid after due date. DIRECTOR’S CUT, LLC will be entitled to collect any expenses including reasonable attorney’s fees and costs, required to collect any sums due or to enforce the terms of this Agreement.
- GRANT OF RIGHTS – Grant of any display, usage, publication or reproduction rights is conditional upon receipt of payment in full, limits of usage and property rights, and proper use of current established copyright laws. No physical or digital media or files may be sublicensed, re-sold, re-purposed or otherwise made available for re-use, alteration or distribution, separately, or detached from a document, file, recording, or web page. DIRECTOR’S CUT, LLC may provide the Customer with original files in electronic, digital or other media form for back-up purposes only. All Video, Copywriting and Photography as well as Concepts and other Intellectual Property remains the property of DIRECTOR’S CUT, LLC. Any usage whether in physical, digital or electronic form, is limited to the original document for which it was intended and the initial distribution or print run, for a period of one year unless otherwise agreed to by written instrument and signed by an officer of DIRECTOR’S CUT, LLC All digital media and electronic files remain the exclusive property of DIRECTOR’S CUT, LLC. Unless otherwise agreed to in writing, DIRECTOR’S CUT, LLC retains the right to display, exhibit and/or present production and projects for the purpose of demonstrating our work to other persons, or clients.
- CUSTOMER REPRESENTATION – Customer is responsible for the availability of its authorized representative to approve the Agency’s interpretation of the assignment as is required in the approval stages of the production. If no such representative is available, the Agency’s interpretation will be deemed acceptable.
- REGULATORY COMPLIANCE – It is the CUSTOMER’S responsibility to ensure compliance of all materials produced. CUSTOMER will provide the AGENCY all necessary legal disclaimers, and subsequently proof and approve all aspects of regulated components, including but not limited to text and images to ensure that all documents and materials are compliant as required by law. It is understood that DIRECTOR’S CUT, LLC shall not be held responsible or liable for any regulatory errors.
- DEFAULT BY THE CUSTOMER – (A) If the Customer (i) becomes insolvent as that term is defined by the Uniform Commercial Code, makes an assignment for the benefit of its creditors or commences or has commenced against it bankruptcy, insolvency, reorganization or arrangement proceedings, or (ii) refuses to accept performance of any portion of the Services, or (iii) fails to pay when due any invoice under this or any agreement with DIRECTOR’S CUT, LLC, or (iv) is otherwise in breach or default or repudiates this or any other Agreement with DIRECTOR’S CUT, LLC, then, in addition to any and all other remedies which DIRECTOR’S CUT, LLC may have hereunder or by law, DIRECTOR’S CUT, LLC, without notice may elect one or more of the following remedies:(a) bill and declare forthwith due and payable all performed and unperformed Services under this or any other Agreement with DIRECTOR’S CUT, LLC (b) defer performance hereunder and under any other Agreement until such insolvency, default or breach is remedied, and (c) cancel any unperformed portion of this and/or any other Agreement in whole or in part the Customer remaining liable for damages incurred by DIRECTOR’S CUT, LLC as a result thereof. And/Or,(B) If at any time the financial condition of the Customer or its ability to effect payment in accordance with this Agreement shall become materially impaired, in the reasonable judgment of DIRECTOR’S CUT, LLC may, without notice, elect one or more of the following remedies:
(i) bill and declare forthwith due and payable all amounts in respect of Services already rendered pursuant to this Agreement, and (ii) defer performance hereunder until payment in advance for Services to be rendered is received by DIRECTOR’S CUT, LLC.
- CANCELLATION OF THIS AGREEMENT
(A) Either party may terminate this contract by giving the other party written notice at least 90 days before the effective date of termination. All contractual obligations in accordance with this contract shall remain in effect with respect to the winding down of all contractual relations. We will attempt to assign all of our contracts with third parties on your behalf.
(B) MEDIA CONTRACTS ARE NON-CANCELABLE, regardless of medium; whether out-of-home, print, broadcast, electronic, or in any other form and cannot be cancelled by the Customer once the commitment to place the media has been made. DIRECTOR’S CUT, LLC will be entitled to the entire contracted amount, which will become immediately due and payable per item seven (7) of this Agreement. Requests for cancellations must be submitted in writing a minimum of 60 days prior to the requested cancellation date. In the event DIRECTOR’S CUT, LLC accepts a cancellation request, we will attempt to cancel or transfer the rights and obligations of the media contracts. A short rate may be applied retroactively to all advertising commitments subjected to cancellation, DIRECTOR’S CUT, LLC will be entitled to invoice and retain all charges associated with the research, planning and management of the media buying and management. DIRECTOR’S CUT, LLC will not retain and will return to the Customer any Net amounts not due to the media companies.
- BUDGET CHANGES AND ADDITIONS – If changes, revisions or additions are made to the production services at the request of the Customer or its Agent, DIRECTOR’S CUT, LLC shall be entitled to additional payment therefor determined on the basis of DIRECTOR’S CUT, LLC’s customary rates. Any additional production work will be estimated in advance wherever possible and said production work will be bound by this AGREEMENT FOR PRODUCTION SERVICES’ TERMS AND CONDITIONS in its entirety.
“DIRECTOR’S CUT, LLC DISCLAIMER OF WARRANTEES AND REPRESENTATIONS – RISK OF LOSS”
- UNLESS OTHERWISE EXPRESSLY STATED HEREIN, DIRECTOR’S CUT, LLC MAKES NO WARRANTEE OR REPRESENTATION, EXPRESSED OR IMPLIED, AS TO THE QUALITY OF MATERIALS USED OR DELIVERED (INCLUDING, WITHOUT LIMITATION, DIGITAL MEDIA OR FILMS), THE TIME OF DELIVERY OF THE MATERIALS, THE SAFETY OF THE CUSTOMERS MATERIALS ON THE PREMISES OF DIRECTOR’S CUT, LLC, OR ANY OF ITS MOBILE UNITS, LOCATION SITES, WHETHER IN PRODUCTION OR IN STORAGE, THE CONTENTS OF MATERIALS PREPARED FOR THE CUSTOMER OR FOR DELIVERY SCHEDULES, ARRIVAL TIMES OR AIR DATE OF MATERIALS PREPARED FOR THE CUSTOMER, AND DIRECTOR’S CUT, LLC MAKES NO WARRANTEE OF MERCHANTABILITY OF FITNESS OF THE MATERIALS FOR ANY PARTICULAR USE OR PURPOSE OR ANY OTHER REPRESENTATION OR WARRANTEE WHATSOEVER, EXPRESS OR IMPLIED, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN THE CUSTOMER AND DIRECTOR’S CUT, LLC ARE TO BE BORNE BY THE CUSTOMER.
- DIRECTOR’S CUT, LLC will not be liable for loss or damages of any kind whatsoever arising out of performance of services, loss or damage to Customer’s property, failure of performance for any reason including weather, strikes, fire, failure of transportation, wars, acts of civil violence, public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes, or any other cause, including mechanical breakdowns beyond DIRECTOR’S CUT, LLC’s control.
- The Customer agrees to indemnify, defend, and hold DIRECTOR’S CUT, LLC its successors and assigns, agents and employees, harmless against and in respect of any and all suits, claims or causes of action brought against the Customer and/or DIRECTOR’S CUT, LLC for any losses, damages or injuries, claims and liabilities, including any costs and expenses incurred therewith or in connection with the defense thereof, arising out of, or in connection with this Agreement, the production, reproduction, publication, handling, storage or distribution of any materials produced in connection herewith, including any suits or claims alleging or based on assertions of libel, infringement of trademarks, trade names, violations of rights of privacy, infringements of copyright or proprietary rights, illegal competition or illegal trade practices – present, past and future, known and unknown, whether or not from temporary or permanent bodily or personal injuries or property damage, upon or by reason of any matter, cause or thing.
- The use of Services is done only in accordance with DIRECTOR’S CUT, LLC’s operating policies, in conformity with applicable law and to the extent that such use does not interfere with DIRECTOR’S CUT, LLC’s performance of any other Agreement.
- DIRECTOR’S CUT, LLC warrants that it will use professional materials for all projects. DIRECTOR’S CUT, LLC accepts no responsibility for defective materials whether supplied by the Customer or by DIRECTOR’S CUT, LLC. DIRECTOR’S CUT, LLC shall not be liable for any injury, loss or damage, direct or consequential arising out of the use of defective materials. Upon acceptance of the final artwork, films, printing or materials as contracted for by the Customer, DIRECTOR’S CUT, LLC’s obligation to the Customer is terminated. In no event shall DIRECTOR’S CUT, LLC be liable hereunder for any indirect, incidental or consequential damages, loss or anticipated loss of profits, or other economic loss.
- It is understood that DIRECTOR’S CUT, LLC accepts no responsibility for the performance of equipment, supplies or other any other items or props furnished by the Client.